54 F. 214 -

54 F1d 214

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Case Text

214

BABCOCK & WILCOX CO.

V,.

vol. 54.:

WORLD'S COLUMBIAN EXPOSITION CO. et al

(Oircuit Court, N. D. Dlinol& February 23, 1893.) Complainant had an understanjiing with a representative of an exposi.tion company that it was to supply certain additional bollers, if required for use in the exposltioD. building, thebollers to be used also as exhibits. The representative told complainant that the arrangement would have to be submitted to ·tIhe company for approval, but this was never done. The company was only authorized to erect and equip the the control of the exhibits being vested in a commission appollited by COngl'esS. Held, that Complainant was not entitled to an injunction to prevent the use of other bollers in the building.WORLD'S FAIR.

I1l Equity. Suit by the Babcock & Wilcox Company against the World'sOolumbian Exposition Oompany and others to enjoin the defendants from allowing the Sterling Boiler Oompany to put its boilers in nlachinery hall. Bill dismissed. W. E. Mason, for complainants. E. Walker, for defendants. GROSSOUP, District Judge. The Oolumbian Exposition will, when completed next summer, be the product of two agencies, namely, the World's Oolumbian Exposition Oompany, a corporation under the laws of the state- of lllinois, and the World's Oolumbian Commission, representing the United states. The former is the agency of Chicago and lllinois, to give to the exposition a home; the latter is the hand of the go"Vei.'nment, which makes it a national enterprise. .To the former belongs the duty and power of looking to the erection Of· the necessary buildings and their equipment for the purposes designated, SUCh. as the supply of heat, power, light, water, etc.; to the latter is given the duty of installing the exhibits, and administering the exposition in all its branches as a great national enterprise. .·. . This general line of demarcation between the duties and powers of these respective agencies is easily traced, but in the practical application of these powers so many of their incidents apparently overlapped each other that complications were certain to arise. To meet these instances, and avoid a clash between the two agencie&, a council of administration, composed of two members from each board, was created. To this council was given the absolute and final jurisdiction and control over all matters of general administration of the exposition, including the installation of exhibits, and the expenditures of all moneys for work and material exceeding $2,000 in amount. Some time early in 1892, the lllinois corporation entered into a contract with six companies and persons constituting what was called the "Temporary Association," to supply the exposition with a steam-boiler plant. The complainants were not included in this contract, but subsequently were substituted for another company in the Temporary Association, and accordingly furnished to the exposition, and set up in its machinery hall, a number of their boilers as a part of the same plant. The understanding

BABCOCK & WILSON CO. V. WORLD'S COLUMBIAN EXPOSITION CO.

215

was that these boilers should also be installed as exhibits, and, on account of the advantages flowing to the members of the association from this feature, the consideration received was regarded as much less than the actual cost of putting in the boilers. In the portion of machinery hall in which these boilers were set up, there remained a further space which, it was understood, might be occupied by other boilers, if the same were found necessary to the requirements of the exposition. The complainants claim that they had an understanding and agreement with one Sargent, representing the chief of con· struction and the local corporation, under which they were to have the exclusive privilege of putting in these additional boilers, if need· ed, and making them an exhibit in the same manner that the boilers already contracted for were to be exhibits; that in reliance on this understanding, they proceeded to make their boilers according to cer· tain plans and specifications, and were ready and willing to place them in the space allotted; but thatthe exposition company refused to abide by thill understanding, and is about to allow another com· pany, known as the "Sterling Boiler Con;).pany," to supply this addi· tional plant. The complainants aver that the exhibit feature of this alleged privilege was the chief inducement for their entering into it; and that the damages they would suffer from failure to enjoy it ate so indefinite and uncertain in amount, and yet so actual and decided, that a court of law could not give them full relief; and therefore pray that this court order the alleged understanding or agreement to be specifically performed, and grant an injunction reo straining the company from putting in the boilers of any other company. The granting of the relief prayed for is entirely within the discre· tion of the court, but, before that jurisdiction can be exercil!led, the judgment of the court must be satisfied-lj'irst, that an understand· ing actually existed, and was mutually regarded by both parties as a subsisting and binding obligation between them; second, that Sargent had authority to enter into such an agreement; third, that the reasons assigned for the interposition of a court of equity by injunction or specific performance are applicable to the situation brought to the attention of the court. I am of the opinion that the com· plainants have failed to establish either of these propositions. There were unquestionably conversations out of which an impression such as the complainants insist upon would naturally arise, but I fail to find any clear, definite, or satisfactory evidence that the parties understood they were entering into a mutual obligation such as is .claimed. Sargent expressly testifies that he told the representative of the complainants that the promise of the privilege held out 'by him would first have to be submitted to and approved by the coun· cil of administration. He and the complainants probably thought there would be no difficulty in receiving such approval, but the ne· gotiation· certainly could not have been regarded by them as final while in this state of possible uncertainty. As a matter of fact, the proposed privilege was never submitted to the council, and complainants were never advised that it had received the approval of tllat body. Ris equally clear that Sargent had no power to grant

216

FEDERAL REPORTER,vol.

54.

a privilege of that character. It fell partly, at least, within the powers of the commission, and there is nothing in this case showing that he in any respect represented the commissioll. When he an· nounced to the complainants that the matter of the privilege must first go to the council of administration, he, in effect, expressly ad· vised them of the limitation upon his authority. But even if the agreement was made as claimed, and Sargent had authority to enter into it, from the minois corporation, it would, in my mind, be a case in which the relief prayed for could not be granted. Nothing is clearer than that the installation of the exhibits is exclusively within the control of the commission. In respect of these, the local corporation and its agents have no authority. It is true that these boilers were to be placed for the double purpose of affording· steam power' and an exhibit. In the flrst aspect, they might fall within the powers of the local corporation, but, in the seo· ond, they would clearly fall within.the..exclusive control of the com· miesion. Now, the injury com.plaill.ell of, and upon wJrlch the juris· diction of a court of equity ispl'edicated, is not that the complainants. will suffer any less on of these boilers being excluded from the steam plant, but that they will suffer loss by the exolusion of them as exhibits. They admit that, but for the exhibit feature of this alleged privilege,· the cont1'act would be of no value to them. The boilers could be sold to the trade for a greater sum than the alleged contract price. Their complaint, therefore, is. essentially and exclusively a complaint against being allowed to install an ex· hibit. The testimony nowhere shows that the commission, or either of its authorized agents, have ever allotted to them this space, or agreed that they might install thie exhibit. Indeed, it is doubtful if the court could, under any circumstances, interfere with the discretion of the director general. For these reasons, the injunction is refused, and the bill disnllssed.

PUTNAM v. RUOH et Ill.

(Oircuit Oourt,

1,

m.· D.

Loulsl.ana.

February 21, 1893.)

No. 12,169.

CONSTITUTIONAL LAW-CORPORATIONS-ANNULMENT OF CUARTER.

Article 258 of the Louisiana constitution of 1879, which In tenns abol· ishes the "monopoly :teatur"lS" of existing corporations other than ra11. road companies, operated at once snd of its own force, and, if su1Ilc1ent, as applied to any particular corporation, to entirely annnl its charter, that result was accomplished immediately wIthout the doing of any act such as. Is necessary In ca,se of a forfeiture for an act or omission by the corporation, and a stockholder could thereafter bring in his own name a suit to enjoin a wasting of the corporate property, and to wind up the Il.trairs of the corporation and recover his share of the corporate assets.

I.

SAME.

Articles 248 and 258 of the LouisIana constitution, providing for regnlatIng the slaughter of cattle, and itbollshlng all monopoly features· In the charter of any corporation existing In the state, did not entirely avoid and a.nnnl the charter of the Orescent Oity Live-Stock Landing & Slatlghter-